Form CB/A BRF S.A. Filed by: MARFRIG GLOBAL FOODS S.A.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form CB
Amendment No. 5
Tender Offer/Rights Offering Notification Form
Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form:
| Securities Act Rule 801 (Rights Offering) | ☐ |
| Securities Act Rule 802 (Exchange Offer) | ☒ |
| Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer) | ☐ |
| Exchange Act Rule 14d-1(c) (Third Party Tender Offer) | ☐ |
| Exchange Act Rule 14e-2(d) (Subject Company Response) | ☐ |
BRF S.A.
(Name of Subject Company)
Not Applicable
(Translation of Subject Company’s Name into English (if applicable))
Federative Republic of Brazil
(Jurisdiction of Subject Company’s Incorporation or Organization)
Marfrig Global Foods S.A.
(Name of Person(s) Furnishing Form)
Common Shares and American Depositary Shares,
representing common shares of BRF S.A.
(Title of Class of Subject Securities)
10552T107
(CUSIP Number of Class of Securities (if applicable))
BRF S.A.
Attn: Fabio Luis Mendes Mariano
Chief Financial and Investor Relations Officer
14401 Av. das Nações Unidas, 22nd Floor,
São Paulo, 04730 090, Brazil
+55 (11) 2322-5377
(Name, Address (including zip code) and Telephone Number (including area code) of
Person(s) Authorized to Receive Notices and Communications on Behalf of Subject Company)
N/A
(Date Tender Offer/Rights Offering Commenced)
PART I - INFORMATION SENT TO SECURITY HOLDERS
Item 1. Home Jurisdiction Documents
| (a) | The following document is attached hereto as an exhibit to this form: |
| * | Previously furnished as exhibit to Form CB filed with the Securities and Exchange Commission. |
| (b) | Not applicable. |
Item 2. Informational Legends
Included in document attached hereto as Exhibit 99.1.
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PART II – INFORMATION NOT REQUIRED TO BE SENT TO SECURITY HOLDERS
| (1) | The following document is attached hereto as an exhibit to this form: |
| Exhibit No. | Description | |
| 99.7* | Investors’ presentation made available to investors in Brazil by Marfrig and BRF on May 16, 2025 |
| * | Previously furnished as exhibit to Form CB filed with the Securities and Exchange Commission. |
| (2) | Not Applicable. |
| (3) | Not Applicable. |
PART III - CONSENT TO SERVICE OF PROCESS
| (1) | Form F-X filed concurrently with the Securities and Exchange Commission on May 16, 2025. |
| (2) | Not Applicable. |
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PART IV - SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Marfrig Global Foods S.A. | ||
| Dated: June 18, 2025 | By: | /s/ Rui Mendonça Junior |
| Name: | Rui Mendonça Junior | |
| Title: | Chief Executive Officer | |
| By: | /s/ Tang David | |
| Name: | Tang David | |
| Title: | Chief Financial Officer | |
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ATTACHMENTS / EXHIBITS
FINAL SYNTHETIC VOTING MAP OF EXTRAORDINARY GENERAL MEETING OF MARFRIG
CONSOLIDATED SYNTHETIC VOTING MAP OF EXTRAORDINARY GENERAL MEETING OF BRF
MATERIAL FACT (FATO RELEVANTE) DISSEMINATED IN BRAZIL BY BRF ON JUNE 17, 2025
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